Common use of Owner Representations and Warranties Clause in Contracts

Owner Representations and Warranties. The Owner hereby represents and warrants to the Servicer that as of the related Closing Date: (a) It is a federal savings bank duly organized, validly existing, and in good standing under the laws of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it. It has corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by it and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the Servicer, evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement. (b) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the related Closing Date, be obtained. (c) The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its charter or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject. (d) There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against it that, either individually or in the aggregate, would result in any material adverse change in its business, operations, financial condition, properties or assets, or in any material impairment of its right or ability to carry on its business substantially as now conducted or that would draw into question the validity of this Agreement of any action taken or to be taken in connection with its obligations contemplated herein, or that would materially impair its ability to perform under the terms of this Agreement. (e) To the best of the Owner’s knowledge, the Owner is not in material default under any agreement, contract, instrument or indenture to which the Owner is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect on the ability of the Owner to perform under this Agreement, nor, to the best of the Owner’s knowledge, has any event occurred that, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Owner to perform its obligations under this Agreement. (f) It has not dealt with any broker, investment banker, agent or other Person that may be entitled to any commission or compensation in connection with this Agreement. (g) To the best of the Owner’s knowledge, neither this Agreement nor any statement, report or other agreement, document of instrument furnished or to be furnished pursuant to this Agreement contains any materially untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading.

Owner Representations and Warranties. The Owner hereby represents and warrants to the Servicer that that, as to itself as of the related Closing Date: (a) It is a federal savings bank corporation duly organized, validly existing, and in good standing under the laws of the United States State of Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it. It has corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by it and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the Servicer, evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement. (b) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the related Closing Date, be obtained. (c) The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its charter or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject. (d) Its transfer, assignment and conveyance of the Servicing Rights pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction. (e) There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against it that, either individually or in the aggregate, would result in any material adverse change in its business, operations, financial condition, properties or assets, or in any material impairment of its right or ability to carry on its business substantially as now conducted or that would draw into question the validity of this Agreement of any action taken or to be taken in connection with its obligations contemplated herein, or that would materially impair its ability to perform under the terms of this Agreement. (ef) To the best of the Owner’s knowledge, the Owner is not in material default under any agreement, contract, instrument or indenture to which the Owner is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect on the ability of the Owner to perform under this Agreement, nor, to the best of the Owner’s knowledge, has any event occurred that, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Owner to perform its obligations under this Agreement. (fg) It is solvent and the sale of the Servicing Rights will not cause it to become insolvent. The sale of the Servicing Rights is not undertaken with the intent to hinder, delay or defraud any of its creditors. (h) It has not dealt with any broker, investment banker, agent or other Person person that may be entitled to any commission or compensation in connection with this Agreementthe sale of the Servicing Rights. (gi) To the best of the Owner’s knowledge, neither this Agreement nor any statement, report or other agreement, document of instrument furnished or to be furnished pursuant to this Agreement contains any materially untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading.

Owner Representations and Warranties. The Owner hereby represents and warrants that: (a). The Owner and every Business are duly authorized to do business under North Carolina law and are not delinquent on any federal, state or local taxes, licenses or fees. (b). This LBC has been entered into and executed on behalf of the Owner by an individual with full actual and apparent authority to bind the Owner to the Servicer that as of the related Closing Date: (a) It is a federal savings bank duly organized, validly existingterms hereto, and in good standing under the laws of the United States execution and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it. It has corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by it and the consummation of the transactions contemplated hereby LBC have been duly authorized by all necessary action, and validly authorized. This Agreementare not in contravention of law nor in contravention of any certificate of authority, assuming due authorization, execution and delivery by the Servicer, evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization bylaws or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement. (b) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the related Closing Date, be obtained. (c) The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its charter or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject. (d) There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against it that, either individually or in the aggregate, would result in any material adverse change in its business, operations, financial condition, properties or assets, or in any material impairment of its right or ability to carry on its business substantially as now conducted or that would draw into question the validity of this Agreement of any action taken or to be taken in connection with its obligations contemplated herein, or that would materially impair its ability to perform under the terms of this Agreement. (e) To the best applicable organizational documents of the Owner’s knowledge, nor are they in contravention of the Owner is not in material default under provisions of any agreementindenture, contract, instrument agreement or indenture undertaking to which the Owner is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect . (c). The Promissory Note has been executed by every individual or entity that has any ownership interest in the Property and is fully binding on the ability of the Owner to perform under this AgreementOwner. (d). There is no action, norsuit, proceeding or investigation at law or in equity before any court, public board or body pending, or, to the best of the Owner’s knowledge, has any event occurred thatthreatened against or affecting the Owner, with that could or might adversely affect the giving of noticeProject, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability creation of the Owner New Jobs or any of the transactions contemplated by this LBC, or the validity or enforceability of this LBC or the Owner’s ability to perform discharge its obligations under this Agreement. LBC. (f) It has not dealt with any broker, investment banker, agent or other Person that may be entitled to any commission or compensation in connection with this Agreement. (g) To the best of e). Upon the Owner’s knowledgereasonable inquiry of any Business, neither there is no action, suit, proceeding or investigation at law or in equity before any court, public board or body pending, threatened against or affecting any Business that could or might adversely affect the Project, the creation of the Jobs or any of the transactions contemplated by this Agreement nor LBC or the validity or enforceability of this LBC or the ability of any statement, report or other agreement, document of instrument furnished or Business to be furnished pursuant to this Agreement contains any materially untrue statement of fact or omits to state a fact necessary to make create the statements contained therein not misleadingJobs specified herein.

Owner Representations and Warranties. The Owner hereby Owner, as a condition to the consummation of the transactions contemplated hereby, represents and warrants to the Servicer that and to its successors, Affiliates, or assigns, as of the related Closing Datedate of this Agreement that: (a) It The Owner was duly formed and is a federal savings bank duly organized, validly existing, existing and in good standing under the laws of the United States and has all licenses necessary to carry on state of its business as now being conducted formation, and is licensed, duly qualified to do business and is in good standing in the states where the Mortgaged Property is located if under the laws of each jurisdiction that requires such state require licensing or qualification in order to conduct business as a result of Owner's ownership of the type conducted by it. It has corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; Mortgage Loans or the execution, delivery and performance of this Agreement (including all instruments of transfer Owner's obligations to be delivered pursuant to this Agreement) by it and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the Servicer, evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement. (b) No consent, approval, authorization or order is required for effect the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior except where the failure to the related Closing Date, be obtained. (c) The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will so qualify would not result in the breach of any term or provision of its charter or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject. (d) There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against it that, either individually or in the aggregate, would result in any material adverse change in its business, operations, financial condition, properties or assets, or in any material impairment of its right or ability to carry on its business substantially as now conducted or that would draw into question the validity of this Agreement of any action taken or to be taken in connection with its obligations contemplated herein, or that would materially impair its ability to perform under the terms of this Agreement. (e) To the best of the Owner’s knowledge, the Owner is not in material default under any agreement, contract, instrument or indenture to which the Owner is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect on the ability Owner's performance of the Owner to perform under this Agreement, nor, to the best of the Owner’s knowledge, has any event occurred that, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Owner to perform its obligations under this Agreement. (b) The Owner has the power and authority to own its properties and conduct any and all business required or contemplated by this Agreement and to perform the covenants and obligations to be performed by it under such Agreement. (c) The execution and delivery of this Agreement have been duly authorized by all necessary actions on the part of the Owner; neither the execution and delivery of this Agreement by the Owner, nor the consummation by the Owner of the transactions herein contemplated, nor compliance with the provisions hereof by the Owner, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the limited partnership agreement or partnership certificate of the Owner or any law, governmental rule or regulation, or any judgment, decree or order binding on the Owner or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, agreement or other instrument to which it is a party or by which it is bound (d) This Agreement, when duly executed and delivered by the Owner, constitutes a legal, valid and binding agreement of the Owner, enforceable in accordance with its terms, subject, as to enforcement or remedies, to applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors' rights generally from time to time in effect, and to general principles of equity. (e) There is no litigation pending or, to the Owner's knowledge, threatened that, if determined adversely to the Owner, would have a materially adverse effect on the validity or enforceability hereof. (f) It has not dealt No consent, approval, order or authorization of any governmental authority, or registration, qualification or declaration with any brokersuch authority, investment bankerother than such as have been obtained, agent or other Person that may be entitled to any commission or compensation in connection with is required for the performance by Owner of its obligations under this Agreement. (g) To the best of the Owner’s knowledge, neither this This Agreement nor does not contain with respect to Owner any statement, report or other agreement, document of instrument furnished or to be furnished pursuant to this Agreement contains any materially material untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleadingfact.

Owner Representations and Warranties. The Owner hereby represents and warrants to the Servicer SunTrust as follows: This Security Agreement has been duly executed and delivered by Owner, constitutes a valid and legally binding obligation of Owner and is enforceable in accordance with its terms against Owner. Owner represents and warrants to SunTrust that as it has rights in all of the related Closing Date: (a) It is a federal savings bank duly organized, validly existing, and Collateral and/or has the power to transfer rights in good standing under the laws all of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by itCollateral. It has corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the The execution, delivery and performance of this Agreement (including all instruments Security Agreement, the grant of transfer to be delivered pursuant to this Agreement) by it the security interest in the Collateral and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreementwill not, assuming due authorization, execution and delivery by with or without the Servicer, evidences the legal, valid, binding and enforceable obligation giving of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement notice of the rights lapse of creditors and time, (iia) general principles of equityviolate any material law applicable to Owner, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement. (b) No consentviolate any judgment, approvalwrit, authorization injunction or order is required for the transactions contemplated by this Agreement from of any courtcourt or governmental body or officer applicable to Owner, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the related Closing Date, be obtained. (c) The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its charter or by-laws violate or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit material agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject. (d) There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against it that, either individually or in the aggregate, would result in any material adverse change in its business, operations, financial condition, properties or assets, or in any material impairment of its right or ability to carry on its business substantially as now conducted or that would draw into question the validity of this Agreement of any action taken or to be taken in connection with its obligations contemplated herein, or that would materially impair its ability to perform under the terms of this Agreement. (e) To the best of the Owner’s knowledge, the Owner is not in material default under any agreement, contract, instrument or indenture to which the Owner is a party or by which it (or any of its assets) Owner's properties, including the Collateral, is bound, which default would have a material adverse effect nor (d) violate any restriction on the ability transfer of any of the Owner Collateral; No consent, approval, license, permit or other authorization of any third party or any governmental body or officer is required for the valid and lawful execution and delivery of this Security Agreement, the creation and perfection of SunTrust's security interest in the Collateral or the valid and lawful exercise by SunTrust of remedies available to perform it under this Security Agreement or applicable law. The Owner is and will continue to be the absolute owner of the Collateral and there are no other liens or security interests affecting the Collateral other than the security interest granted in this Security Agreement except those previously disclosed to SunTrust in writing by the Owner: if the Owner is acting in the capacity of trustee, administrator or executor of an estate, such fact shall be disclosed and evidence of capacity shall be provided to SunTrust; Debut Broadcasting Mississippi, Inc. is a corporation duly organized and existing under the laws of the state of Mississippi, with Organizational Identification Number 913639, is duly qualified and in good standing as a foreign corporation in every jurisdiction where such qualification is necessary; the execution and performance of this Security Agreement have been duly authorized by action of its Board of Directors, no action of its shareholders being necessary; the execution and performance of this Security Agreement will not violate or contravene any provisions of law or regulation or its Articles of Incorporation, Shareholder Agreement, nor, to the best of the Owner’s knowledge, has any event occurred that, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Owner to perform its obligations under this Agreement. (f) It has not dealt with any broker, investment banker, agent By-Laws or other Person that may agreements to which it is a party or by which it is bound; and no consent or approval of any governmental agency or authority is required in making or performing the obligations under, this Security Agreement; The Owner will maintain the Collateral in the following location(s): 0000 00xx Xxxxxx X , Xxx 000, Xxxxxxxxx, XX 00000. The Collateral shall not be entitled moved from the location(s) without the prior written consent of SunTrust; Business books and records of Debut Broadcasting Mississippi, Inc are maintained at 0000 00xx Xxxxxx X., Xxx 000, Xxxxxxxxx, XX 00000; The Collateral is and will be used or bought for use primarily for the following purpose: business or commercial purposes; and All information supplied and statements made to SunTrust in any commission financial statement or compensation application are true, correct, complete, valid and genuine in connection with this Agreementall material respects. (g) To the best of the Owner’s knowledge, neither this Agreement nor any statement, report or other agreement, document of instrument furnished or to be furnished pursuant to this Agreement contains any materially untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading.

Owner Representations and Warranties. The Owner hereby represents and warrants to the Servicer that as of the related Closing Date: (a) It is a federal savings bank [ ] duly organized, validly existing, and in good standing under the laws of the United States [ ] and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it. It has corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by it and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the Servicer, evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement. (b) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the related Closing Date, be obtained. (c) The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its charter or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject. (d) There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against it that, either individually or in the aggregate, would result in any material adverse change in its business, operations, financial condition, properties or assets, or in any material impairment of its right or ability to carry on its business substantially as now conducted or that would draw into question the validity of this Agreement of any action taken or to be taken in connection with its obligations contemplated herein, or that would materially impair its ability to perform under the terms of this Agreement. (e) To the best of the Owner’s knowledge, the Owner is not in material default under any agreement, contract, instrument or indenture to which the Owner is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect on the ability of the Owner to perform under this Agreement, nor, to the best of the Owner’s knowledge, has any event occurred that, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Owner to perform its obligations under this Agreement. (f) It has not dealt with any broker, investment banker, agent or other Person that may be entitled to any commission or compensation in connection with this Agreement. (g) To the best of the Owner’s knowledge, neither this Agreement nor any statement, report or other agreement, document of instrument furnished or to be furnished pursuant to this Agreement contains any materially untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading.

Owner Representations and Warranties. The Owner hereby represents and warrants to the Servicer that FCC as of the related Closing Datedate hereof as follows: (a) It Owner is a federal savings bank statutory trust duly organized, validly existing, existing and in good standing under the laws of the United States State of Delaware and has all licenses necessary either (i) is or will be qualified to carry on its transact business as now being conducted in, and is licensed, qualified and or will timely be in good standing in the states where the Mortgaged Property is located if under, the laws of each state in which any Investment of Owner is located (where the failure to be so qualified and be in good standing would materially and adversely interfere with the ability of Owner to own, collect or dispose of such state require licensing Investments in accordance with the terms of this Agreement) or (ii) is otherwise exempt under applicable law from such qualification, and no demand for such qualification in order to conduct business of has been made upon Owner by any such state. (b) Owner has the type conducted by it. It has corporate full power and authority to execute execute, deliver and deliver perform all transactions contemplated by this Agreement Agreement, and to perform in accordance herewith; Owner has duly authorized the execution, delivery and performance of this Agreement (including all instruments of transfer to be and has duly executed and delivered pursuant to this Agreement. (c) by it The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution the performance of or compliance with the terms and delivery by the Servicer, evidences the legal, valid, binding and enforceable obligation conditions of it, subject to applicable law except as enforceability may be limited by this Agreement will not (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization conflict with or other similar laws affecting the enforcement result in a breach of any of the rights terms, conditions or provisions of creditors and the Owner Trust Agreement or any agreement or instrument to which Owner is now a party or by which it is bound or (ii) general principles constitute a default under any of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreementforegoing. (bd) Owner in good faith believes that it can perform each and every covenant of this Agreement to be performed by it in all material respects. (e) There is no litigation pending against Owner or, to Owner’s knowledge, threatened against Owner which, if determined adversely to Owner, would adversely affect the ability of Owner to perform its obligations under this Agreement or which would have a material adverse effect on the financial condition of Owner. (f) No consent, approval, authorization or order of any court or governmental agency or body is required for the transactions contemplated execution, delivery and performance by Owner of, or compliance by Owner with, this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the related Closing Date, be obtained. (c) The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its charter or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject. (d) There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against it that, either individually or in the aggregate, would result in any material adverse change in its business, operations, financial condition, properties or assets, or in any material impairment of its right or ability to carry on its business substantially as now conducted or that would draw into question the validity of this Agreement of any action taken or to be taken in connection with its obligations contemplated herein, or that would materially impair its ability to perform under the terms of this Agreement. (e) To the best of the Owner’s knowledge, the Owner is not in material default under any agreement, contract, instrument or indenture to which the Owner is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect on the ability of the Owner to perform under this Agreement, nor, to the best of the Owner’s knowledge, has any event occurred that, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Owner to perform its obligations under this Agreement. (f) It has not dealt with any broker, investment banker, agent or other Person that may be entitled to any commission or compensation in connection with this Agreement. (g) To the best No representation, warranty or statement of the Owner’s knowledge, neither Owner in this Agreement nor is untrue or inaccurate in any statement, report or other agreement, document of instrument furnished or to be furnished pursuant to this Agreement contains any materially untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleadingmaterial respect.